HomeMy WebLinkAboutC24-047 Colorado Statewide Internet Portal Authority
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1300 Broadway, Suite 440 | Denver, CO 80203 | Ph: 720-409-5634 | Fax: 720-409-5642 | sipa@cosipa.gov
ELIGIBLE GOVERNMENTAL ENTITY AGREEMENT
BETWEEN
THE COLORADO STATEWIDE INTERNET PORTAL AUTHORITY
AND
PREAMBLE
This Eligible Governmental Entity (EGE) Agreement (“Agreement”) is made and entered into as of
the date of the last signature below (the “Effective Date”) by and between
(“EGE”) and the
Colorado Statewide Internet Portal Authority (“SIPA”) established pursuant to §§ 24-37.7-101 et
seq., C.R.S., with its olfice at 1300 Broadway, Suite 440, Denver, CO 80203.
SIPA and EGE wish to enter into a cooperative agreement under which services can be provided
at the discretion of both Parties.
BACKGROUND
Pursuant to §§ 24-37.7-101 through 114, C.R.S., SIPA is created as a body corporate and political
subdivision of the state to provide electronic information, products, and services to all state
agencies, local governments, and members of the public, and, among other things, to give
members of the public, state agencies, and local governments an alternative way to transact
business. Pursuant to § 24-37.7-104(1)(q), SIPA is authorized to enter into agreements and
contracts for electronic information, products, and services and all state agencies and local
governments (as deffned within § 24-37.7-101) are authorized to enter into and do all things
necessary to perform any such arrangements or contracts with SIPA, including this EGE
Agreement.
Neither Party is committing funds or required to perform services as part of this agreement.
SIPA has entered into certain contracts with its suppliers to provide electronic information,
products, and services which will be available to EGE pursuant to this EGE Agreement, which
includes the statewide internet portal managed by the statewide internet portal integrator, as
deffned in § 24-37.7-101, C.R.S. (“Portal Integrator”).
GENERAL TERMS
SIPA will provide, through its suppliers, electronic information, products, and services to EGE
pursuant to an Order under this Agreement (“Order”). An Order will be prepared for each electronic
information, product, and service and mutually signed by SIPA and EGE.
SIPA and EGE agree as follows:
1. EGE shall make available to SIPA electronic information maintained and owned by EGE as
is necessary to complete the agreed-upon work as set forth in an Order under this
Agreement. As mutually agreed upon in subsequent Orders under this Agreement, EGE
will provide reasonable levels of support in placing online with SIPA certain EGE-owned
Eagle County, Colorado
EAGLE COUNTY, COLORADO
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electronic information, as mutually agreed by EGE and SIPA, with due regard to the
workload and priorities of EGE and SIPA.
2. SIPA may, with the authorization of EGE, through the statewide internal portal, make public
electronic information made available to it available to the general public, including EGE’s
public electronic information. The Parties agree to use their best efforts to provide
adequate and uninterrupted service under the terms of this Agreement. However, neither
Party shall be liable for interruption of service when the same shall be due to
circumstances beyond the reasonable control of either Party, its agents or employees,
including but not limited to unanticipated equipment malfunction, periodic maintenance
or update of the computer systems upon which such EGE electronic information reside s,
or interruption of service due to problems with the Colorado statewide area network or
due to problems with any telecommunications provider.
3. SIPA and EGE may enter into an Order under this Agreement. Orders under this Agreement
shall describe speciffc services and applications to be provided to EGE. EGE
acknowledges that services and applications are usually offered by SIPA’s suppliers.
Orders shall cover the purchase of electronic information, products, and services from
SIPA through the use of EGE funds. All Orders involving EGE funds may be approved by
the EGE olficial with authority to execute such agreement. Orders shall contain speciffc
time or performance milestones for SIPA's supplier(s), timelines for completion of relevant
Orders, including design speciffcations and other criteria relevant to the completion of
applicable Orders, criteria, and procedures for acceptance by EGE and remedying
incomplete or inaccurate work for each phase of relevant Orders.
4. SIPA shall be responsible for the operation of, and all costs and expenses associated with,
establishing and maintaining electronic access to EGE electronic information, databases
or other software applications, including (but without limitation) the cost of purchasing,
developing, and maintaining programs used to interface with EGE software applications
that provide access to EGE-owned electronic information, products, and services. EGE
acknowledges SIPA may at its discretion use suppliers to perform certain obligations.
EGE’s maximum ffnancial obligation for establishing and maintaining electronic access to
EGE databases or other software applications shall be limited to the amount(s) set forth
and appropriated pursuant to each individual Order under this Agreement.
5. Each Party shall have the right to terminate this Agreement by giving the other Party 10
days’ written notice. Unless otherwise speciffed in such notice, this Agreemen t will
terminate at the end of such 10-day period, and the liabilities of the Parties hereunder for
further performance of the terms of this Agreement shall thereupon cease, but the Parties
shall not be released from any duty to perform up to the date of termination. Work
authorized under an individual Order under this Agreement will be subject to the terms and
conditions of that document.
6. None of the terms or conditions of this Agreement gives or allows any claim, benefft, or
right of action by any third person not a party hereto. Nothing in this Agreement shall be
deemed as any waiver of immunity or liability limits granted to SIPA or EGE by the Colorado
Governmental Immunity Act or any similar statutory provision.
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7. This Agreement (and related Orders) constitutes the entire agreement of the parties
hereto and supersedes all prior negotiations, representations, or agreements, either
written or oral. This Agreement may be amended, modiffed, or changed, in whole or part,
only by written agreement approved by each party.
8. Neither SIPA nor its suppliers have responsibility for the accuracy or completeness of the
electronic information contained within EGE’s databases. SIPA and its suppliers shall be
responsible only for the accurate and complete transmission of electronic information to
and from such EGE databases, in accordance with the speciffcations of any EGE-owned
software. For the purposes of the Colorado Open Records Act, EGE shall be the custodian
of record. Neither SIPA nor its suppliers shall be deemed to be either the custodian of
record or the custodian's agent.
9. This Agreement and any written amendments thereto may be executed in counterpart,
each of which shall constitute an original and together, which shall constitute one and the
same agreement. Delivery of an executed signature page of this Agreement will constitute
effective and binding execution and delivery of this Agreement.
10. Conffdential information for the purpose of this Agreement is information relating to
SIPA’s or EGE’s research, development, trade secrets, business affairs, internal operations,
management procedures, and information not disclosable to the public under the
Colorado Open Records Act or some other law or privilege. Conffdential information does
not include information lawfully obtained through third parties, which is in the public
domain, or which is developed independently without reference to a Party’s conffdential
information. Neither Party shall use or disclose, directly or indirectly, without prior written
authorization, any conffdential information of the other. SIPA shall use its reasonable best
efforts to ensure that its suppliers protect EGE conffdential information from unauthorized
disclosure. Notwithstanding anything to the contrary herein, each Party acknowledges
that given the subject matter of this Agreement, such Party shall not disclose conffdential
information of the other (whether in written or electronic form) to any third party, except
as required by law or as necessary to carry out the speciffc purpo se of this Agreement;
provided, however, that if such disclosure is necessary, any third party who receives such
conffdential information shall also be bound by the nondisclosure provisions of this
Section 10. Upon termination of this Agreement, the Parties shall return or destroy (at the
other Party’s request) all conffdential information of the other and if such information is
destroyed, each Party shall demonstrate evidence of such destruction to the other.
11. SIPA must approve all requests from EGE CUSTOMERS for Electronic Information,
Products, and Services pursuant to an Order under this Agreement.
MISCELLANEOUS PROVISIONS
Independent Authority. SIPA shall perform its duties hereunder as an independent authority and
not as an employee of EGE. Neither SIPA nor any agent or employee of SIPA shall be deemed to
be an agent or employee of EGE. SIPA acknowledges that SIPA and its employees or agents are
not entitled to EGE employment or unemployment beneffts unless SIPA or a third party provides
such beneffts and that EGE does not pay for or otherwise provide such beneffts. SIPA shall have
no authorization, express or implied, to bind EGE to any agreements, liability, or understanding
except as expressly authorized by EGE. SIPA and its agents shall provide and keep in force
workers’ compensation (and provide proof of such insurance when requested by EGE) and
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unemployment compensation insurance in the amount required by law, and shall be solely
responsible for the acts of SIPA, its employees and agents.
Non-discrimination. SIPA agrees to comply with the letter and the spirit of all applicable state and
federal laws respecting illegal discrimination and unfair employment practices.
Choice of Law. The laws of the State of Colorado (except Colorado laws related to choice of law
or conifict of law) and rules and regulations issued pursuant thereto shall be applied in the
interpretation, execution, and enforcement of this Agreement. At all times during the
performance of this Agreement, SIPA and EGE shall adhere to all applicable federal and state
laws, rules, and regulations that have been or may hereafter be established. Any legal action
related to this Agreement shall be brought in either a state or federal court within the City and
County of Denver, Colorado.
Access to Data. SIPA shall have no access to EGE’s data, including but not limited to PII and
information protected by FERPA and HIPAA. All EGE data shall remain in possession of EGE. If a
SIPA supplier may have access to PII, the SIPA supplier will be responsible for ensuring
compliance with any regulations related to such access.
PCI Compliance. If at any point during the term of this Agreement, EGE performs payment
processing through SIPA and the Portal Integrator, EGE agrees to identify a single point of contact
for the EGE and maintain up to date contact information.
The single point of contact will:
• Assign security responsibility to a primary person;
• Ensure security policies are developed or adhere to state security policies and are
practiced;
• Maintain an Information Security Policy that addresses Information Security for
employees and contractors;
• Annually respond to the Compliance Validation Assessment or appropriate self-
assessment questionnaires (SAQ);
• Annually train employees on security awareness that includes but is not limited to
credit card payment account handling procedures, device inspection, and how to
report security incidents. An online training link will be provided to the point of contact
by SIPA or the Portal Integrator annually;
• Maintain an Incident Response Plan;
• Notify SIPA and the Portal Integrator, as soon as possible, whenever a suspected
Incident has occurred involving cardholder data or credit card reading devices;
• Maintain up-to-date contact information with the Portal Integrator; and
• Identify the payment ifow for the payment solutions implemented within its
organization.
These requirements will be updated in writing by SIPA and the Portal Integrator if PCI security
requirements change.
The above responsibilities will apply to all EGE payment processing, regardless of the supplier
providing the services. Any EGE contracting with a payment processor supplier that is not the
Portal Integrator may be subject to additional responsibilities related to the completion of the
annual SAQ. In that event, the EGE or the payment processing supplier is responsible for
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management of the SAQ process as relates to that portion of the application capturing payment
card information.
Website Accessibility. The Portal Integrator will comply with the requirements of HB21-1110 as
relates to any website provided by SIPA to EGE to ensure that the platform on which the website
is built and hosted is compliant. EGE agrees to comply with the requirements of HB21 -1110 as
relates to any website provided by SIPA to EGE to ensure that the content of any website provided
by SIPA to EGE is compliant.
Software Piracy Prohibition. No State or other public funds payable under this Agreement shall
knowingly be used for the acquisition, operation, or maintenance of computer software in
violation of United States copyright laws or applicable licensing restrictions. SIPA hereby certiffes
that, for the term of this Agreement and any extensions, SIPA has in place appropriate systems
and controls to prevent such improper use of public funds. If EGE determines that SIPA is in
violation of this paragraph, EGE may exercise any remedy available at law or equity or under this
Agreement, including, without limitation, immediate termination of the Agreement and any
remedy consistent with United States copyright laws or applicable licensing restrictions.
Notices. All notices required or permitted under this Agreement shall be in writing and delivered
personally, by facsimile, by email or by ffrst class certiffed mail, return receipt. If delivered
personally, notice shall be deemed given when received. If delivered by facsimile or email, notice
shall be deemed given upon full transmission of such notice and conffrmation of receipt during
regular business hours. If delivered by mail, notice shall be deemed given at the date and time
indicated on the return receipt. Notices shall be delivered to:
If to SIPA:
Statewide Internet Portal Authority
Attn: EGE Administrator
1300 Broadway, Suite 440
Denver, CO 80203
Phone: (720) 409-5634
sipa@cosipa.gov
If to EGE:
Attn:
Title:
Organization Name:
Street Address:
City, State, Zip:
Phone:
Email:
and/or
Attn:
Title:
Organization
Street Address:
City, State, Zip:
Phone:
Email:
Scott Lingle
IT Director
Eagle County500 Broadway / PO Box 850
Eagle, CO 81631
970-328-3581Scott.Lingle@eaglecounty.us
Eagle County
Eagle County Attorney
500 Broadway / PO Box 850Eagle, CO 81631
970-328-8685atty@eaglecounty.us
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and to other address or addresses as the parties may designate in writing.
Third Party Beneffciary. EGE shall enjoy those rights of a third party as may be set forth expressly
in any contract between SIPA and its suppliers under which SIPA provides electronic information,
products, and services to EGE.
Disputes. Any failure of either Party to perform in accordance with the terms of this Agreement
shall constitute a breach of the Agreement. Any dispute concerning the performance of this
Agreement which cannot be resolved at the operational level shall be referred to superior
management and staff designated by each Party. Failing resolution at this level, EGE may ask the
SIPA Board of Directors to address the dispute. If the dispute is not resolved after reference to
the SIPA Board of Directors, the Parties may use whatever procedures may be available, including
but not limited to termination of the Agreement.
This Agreement is entered into as of the day and year set forth above.
Sign
Ajay Bagal, Executive Director
Statewide Internet Portal Authority
Print Name
Date Signed:
Title
Entity
Date Signed:
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1/24/2024
Eagle County Government
Jeff Shroll
County Manager
1/24/2024
